General conditions of Dutch Cans B.V. and Dutch Cans Machinery B.V. and

Dutch Cans New Machinery B.V.

Version: 1.3.1 – 2026

Article 1. Definitions

1.1.      In the absence of explicit statement to the contrary, the terms of sales used in these general terms and conditions are defined as follows.

User / Dutch Cans: Dutch Cans B.V. and Dutch Cans Machinery B.V. and Dutch Cans New Machinery B.V. the user of the general terms and conditions.
Client / buyer / customer: The user’s counterparty.
Contract: any agreement between Dutch Cans and the Customer for the sale, supply or purchase of goods, machinery, equipment, parts and/or materials and/or for the provision of services, including but not limited to inspection, repair, refurbishment, modification, installation, commissioning, engineering and related services, as well as any combination thereof.

Article 2: General

2.1 These conditions are applicable to all offers, quotations and all contracts between the user and a client to which the user has stated that these conditions are applicable, in so far as the parties have not made any specific written
agreements to the contrary.
2.2 These terms and conditions are further applicable to all contracts with the user that are executed with the assistance of third-parties.
2.2.2 These terms and conditions are further applicable to all contracts with the user since 01-06-2017.
2.3 Departures from these general terms and conditions are valid exclusively if expressly agreed in writing.
2.4 The applicability of any purchasing or other conditions of the client is expressly rejected unless otherwise specified.
2.5 If one or more of the provisions of these general terms and conditions or of the accompanying contract are invalid or set aside, the remaining provisions of these general terms and conditions and the contract shall remain applicable in full.  The user and the client will in that case enter into consultation with a view to making agreement on the substitution of the invalid provisions with new ones that approach as closely as possible the purpose and the tenor of the original provisions.
2.6 Machines are delivered without CE. CE is responsibility of buyer unless otherwise specified in invoice or contract. Unless expressly agreed otherwise in writing by Dutch Cans, the Buyer is responsible for determining whether the Machine, equipment, component or production line is suitable for its intended use and complies with all laws, regulations, technical standards and safety requirements applicable at the place where the Machine will be installed, integrated, operated or put into service.
2.6.2 CE, UKCA and other conformity requirements
The conformity status of a Machine, including any CE marking, UKCA marking, Declaration of Conformity, Declaration of Incorporation, technical file or other conformity documentation, shall be as expressly specified in the quotation, order confirmation, technical specification or sales agreement. Unless Dutch Cans has expressly undertaken in writing to perform a conformity assessment or to supply the Machine with a new or updated conformity marking or declaration, Dutch Cans does not warrant that the Machine complies with the conformity requirements applicable to the Buyer’s intended installation, integration, use or destination country.
2.6.3 Existing conformity markings and documentation
Used Machines may retain CE, UKCA or other conformity markings, declarations, manuals or documentation issued or applied by the original manufacturer or another third party. Unless expressly confirmed otherwise in writing, Dutch Cans does not warrant the completeness, continued validity or applicability of such existing markings or documentation to the Buyer’s intended use, installation or configuration. The presence of an existing CE, UKCA or other conformity marking shall not constitute a representation by Dutch Cans that the Machine, after transport, installation, integration, modification or commissioning, will automatically comply with all requirements applicable at its final place of use.
2.6.4 Refurbishment, repair and modification
Dutch Cans may inspect, clean, repair, overhaul, refurbish, replace components of, modernise or retrofit used Machines. Unless expressly agreed otherwise in writing, such work does not constitute an undertaking by Dutch Cans to perform a new conformity assessment or to issue a new CE marking, UKCA marking, Declaration of Conformity or other conformity declaration. Where Dutch Cans has expressly agreed to perform modifications requiring a new conformity assessment under applicable law, the scope of such assessment and the responsibilities of Dutch Cans shall be limited to the work and configuration expressly described in the applicable quotation, order confirmation or technical specification.
2.6.5 Installation and integration
Unless expressly included in the agreed scope of supply, the Buyer is solely responsible for the installation, assembly, connection, integration and commissioning of the Machine at its final location, including its integration with other machines, conveyors, guards, safety systems, utilities, production lines and control systems. The Buyer shall ensure that the complete installation or production line complies with all applicable safety and conformity requirements before it is put into service.
2.6.6 Modifications by Buyer or third parties
Dutch Cans shall not be responsible for the conformity or safety consequences of any modification, alteration, relocation, integration, software change, LC or PLC modification, change to safety circuits, removal or bypassing of guards or safety devices, or other work performed by the Buyer or any third party after delivery. Any conformity assessment, declaration, marking, warranty or other statement issued by Dutch Cans shall relate only to the Machine in the configuration assessed or supplied by Dutch Cans.
2.6.7 Destination country
The Buyer is responsible for informing Dutch Cans, prior to conclusion of the Agreement, of the country in which the Machine will ultimately be installed and put into service and of any specific local regulatory requirements known to the Buyer. Unless expressly agreed otherwise in writing, Dutch Cans does not warrant compliance with national or local legislation outside the Netherlands, including requirements relating to machinery safety, electrical installations, occupational safety, environmental protection, food production or other regulatory requirements.
2.6.8 Buyer’s inspection and risk assessment
Before putting the Machine into service, the Buyer shall perform or arrange all inspections, risk assessments, conformity assessments, validations and safety checks required by applicable law and by the intended use of the Machine. The Buyer shall not put the Machine into service if it knows or reasonably should know that the Machine or installation does not comply with applicable mandatory safety requirements.
2.6.9 No implied conformity undertaking
Descriptions such as “refurbished”, “overhauled”, “reconditioned”, “tested”, “operational”, “production ready” or similar descriptions relate solely to the technical condition or scope of work expressly agreed between the parties and shall not, by themselves, constitute a representation that a new conformity assessment has been performed or that the Machine complies with CE, UKCA or other regulatory requirements.
2.6.10 Mandatory law
Nothing in this Article shall exclude or limit any obligation or liability of Dutch Cans that cannot lawfully be excluded or limited under applicable mandatory law. Where applicable mandatory law places responsibility for a conformity assessment, technical documentation, declaration or conformity marking on Dutch Cans as manufacturer, importer, distributor or other economic operator, Dutch Cans shall comply with such mandatory obligations to the extent applicable to the agreed scope of supply.
2.6.11 Costs of additional conformity work
Any conformity assessment, risk assessment, technical documentation, certification, inspection, testing, modification or other work required for compliance with CE, UKCA or other regulatory requirements shall only be included in the purchase price if expressly stated in the quotation or order confirmation. Any additional conformity work requested by the Buyer or required as a result of the Buyer’s intended use, destination, installation, integration or subsequent modification shall be charged separately.
2.7 Machines are always sold as it is in its current state and configuration, and when specified, in a technical running condition. Buyer is solely responsible for compliance to machine regulations or food process regulations according to their (local) law and regulations. User is never responsible for any damages or claims if a used machine or new does not comply to any regulations. Since, machines are sold as it is in current state and configuration.
2.8 Buyer is solely responsible for the proper cleaning and lubrication of the machine according to the food regulations of their (local) law. Before taking the machine into production. 
2.9 The Buyer is responsible for verifying that all parts and materials coming into contact with food or food packaging are suitable for the Buyer’s specific product, process and intended use and comply with the applicable food-contact and hygiene regulations at the place of use. Dutch Cans does not warrant the suitability of used machinery or new components or existing components for a specific food product, packaging material, temperature, contact time, cleaning method or production process.

The Buyer is responsible for appropriate cleaning, sanitation, validation and inspection of the machinery before use in food production. And the buyer is responsible to choose the correct cleaning or CIP method and substance. 

Article 3: Offers and quotations and agreements, contracts and invoices

3.1 All offers are subject to contract unless the offer contains an express written statement to the contrary.
3.2 In the absence of statement to the contrary, the prices stated in the aforementioned offers and quotations are exclusive of VAT and other governmental levies as well as the costs incurred in relation to the contract, including forwarding and administration expenses unless otherwise specified.
3.3 If the acceptance differs (on minor points) to the offer set out in the quotation, the user is not bound to those differing points. In the absence of statement to the contrary by the user, the contract will in that case not be formed in keeping with those different points.
3.4 A composite price statement does not oblige the user to perform part of an order at a corresponding proportion of the stated price.
3.5 Offers and quotations are not automatically applicable to future orders.
3.6 Validity of all offers and quotations made by user will be 30 days unless otherwise specified within the offer/quotation.
3.7 All provided technical specifications are according to original manufacturers leaflet and specifications. Dutch Cans is never liable for deviations or imperfect present. Data is only an indication and no rights can be derived from this data. User is not responsible for any discripanties, and can not be held liable for any damages.
3.8 All machines are sold as per information mentioned and/or know, such as serial no. and year of construction. Year of construction and serial no. are only available as per existing machine ID plate. User is not responsible for any discripanties, and can not be held liable for any damages. Client has no rights whatsoever if data seems un-correct at any moment.
Production speeds, capacities and technical specifications originating from the original manufacturer are indicative only unless expressly guaranteed in writing by user. Actual production capacity depends on product, packaging material, operators, utilities, up/down stream equipment and operating conditions.

Article 4: Execution of the contract, information and resources

4.1 The user will execute the contract to the best of his knowledge and ability and in accordance with high standards and in keeping with the expertise the client can reasonably expect of the user. The user does not however guarantee that any intended result will be achieved.
4.2 The user will determine how and by whom the order is carried out, but will act in accordance with the client’s indicated wishes wherever possible. If and in so far as required for the correct execution of the contract, the user reserves the right to have the work carried out by third-parties.
4.3 The client shall that the user is provided in full and in good time with all information, as well as amendments thereto, in the form and manner that the user indicates is necessary for the performance of the contract or which the client could reasonably expected to understand is required both on commencement and during the execution of the contract. If the information required for the execution of the contract is not issued to the user on time or in full, the user reserves the right to suspend execution of the contract and/or to charge the client with extra costs incurred as a result of the delay at the current market rates.
4.4 The client shall ensure that the user is provided in good time with all resources and facilities that the user indicates are necessary and which the consumer could reasonably be expected to realise are necessary to the execution of the contract and to ensure that they are available and correctly functioning at all times. If sufficient resources required for the execution of the contract are not issued to the user, the user reserves the right to suspend execution of the contract and/or to charge the client with extra costs incurred as a result of the delay at the current market rates.
4.5 The client guarantees the correctness, completeness and reliability of the information, resources and facilities he issues or has issued to the user. The user cannot be held liable for losses of any nature whatsoever caused by the user’s use of incorrect and/or incomplete information provided by the client, unless the user should have been aware of that inaccuracy or incompleteness.
4.6 The client is obliged to inform the user without delay of changes to the issued information and other facts and circumstances that could be important to execution of the contract.
4.7 If it has been agreed that the contract will be executed in stages, the user reserves the right to suspend execution of the components forming part of a subsequent stage until the client has approved the results of the preceding stage in writing.
4.8 If the user or third-parties engaged by the user in the context of the order carry out work at the client’s location or a location indicated by the client, the client shall provide those employees, free of charge, with the facilities that can reasonably be required by those employees.

Article 5: Amendments to the contract

5.1 If during the execution of the contract it becomes apparent that it is necessary to make amendments or additions to the work for the correct execution of the contract, the parties shall enter into consultation in good time and amend the contract accordingly.
5.2 Amendments or additions to the contract that have been agreed by the parties can result in a change to the completion date.  The user shall inform the client of changes to the completion date as soon as possible. Amendments or additions to the contract do not give the client any entitlement to compensation for damages, or a refund of down-payments made.
5.3 If the amendment or addition to the contract has any financial and/or quality implications, the user shall inform the client of those implications in advance. The user has the right to charge additional costs to the client.
5.4 If a fixed fee has been agreed, the user shall further indicate the extent to which the amendment or addition to the contract will result in that fee being exceeded.
5.5 All machine technical details and limitations mentioned are as per original manufacturer specifications (such as sheet size, can diameter range, can height range, production speed, Kw, technical features etc.). User is not responsible for any discripanties. All machines are sold as per information mentioned and/or know, such as serial no. and year of construction. Year and serial no. are only available as per machine ID plate. User is not responsible for any discripanties, and can not be held liable for any damages.
5.6 If one or more machines or parts sold by user to client could not be delivered by user due to unforseen circumstances or unavailability, user is permitted to cancel this part of the contract and deduct the value of these machine(s) and/or part(s) from the total value of the contract or user will replace the machine(s) and/or part(s) for an egual and technical comparable machine(s) and/or part(s). In this case user do not need to have exclusive permission from client to change the contract. User is not liable for any damages or profit losses to client in any of these situations.
5.7 On all quotations, documents and paperwork printing and typing errors reserved.

Article 6: Duration of the contract; period of execution

6.1 The contract between the user and a client is entered into for an indefinite period of time unless the nature of the contract provides otherwise or the parties make express and written agreement to the contrary.
6.2 A time period agreed during the term of the contract for the completion of work shall not under any circumstances be deemed to be a firm deadline. Mentioned delivery times are estimated and user is able to extend the delivery time with a maximum of 6 months without permission of client. If delivery time exceeds this period user will need permission from client to extend beyond the 6 months. If the implementation period is exceeded the client must therefore issue the user with written notice of default. User has the right to extend the delivery time in any case.
6.3 Unless it has been established that execution of the contract has become permanently impossible, the contract cannot be dissolved by the client owing to the term being exceeded unless the user also fails to execute the contract or execute it in full within a reasonable period of time that he has indicated in writing following expiry of the agreed time of delivery.
6.4 In case of non-delivery of a single machine, before execution date of contract due to failure of the user a new delivery date will be made or down-payment will be returned. If non-delivery of a complete line due to failure of the user down-payment of the line can only be returned to client if not even one component of the line is delivered or ready for delivery. If one or more components of the line are delivered or ready for delivery, client has no right in whatsoever to have a return of down-payment and the contract must be extended in any circumstance.
6.5 Where Dutch Cans is unable to deliver the machine and the buyer is entitled to repayment, Dutch Cans sole and exclusive liability shall be limited to repayment of the amount actually paid by the buyer for the undeliverd machine. The buyer shall not be entitled to claim any additional damages, costs, compensation, loss of profit, loss of production, consequential loss or other financial remedy in connection with such non-delivery. 

Article 7: Termination

7.1. Either party is authorised to terminate the contract with due observance of a notice period considered reasonable in the circumstances and towards the end of a calendar month unless otherwise agreed by the parties. Notice must be given in writing. Cost made by user and (down)payments done by client will not be returned in any case.
7.2 If the contract is prematurely terminated (if the contract was entered into for a fixed period of time) by the client, the user has the right to compensation for damages in respect of resulting and demonstrable loss of capacity utilisation unless the termination is in response to facts and circumstances that can be attributed to the user. The client is further obliged to pay the bills for work carried out up until that time.
7.3 If the contract is prematurely terminated by the user, the user will arrange in consultation with the client for the work not yet carried out to be transferred to third-parties, unless the termination is in response to facts and circumstances that can be attributed to the client.
7.4 If the user incurs extra costs when transferring the work, the client shall be obliged to compensate the user for those costs with due observance of the provisions of articles 8 and 9 of these general terms and conditions.

Article 8: Fee or comission 

8.1 The parties can agree upon a fixed fee or comission when forming the contract.
8.2 If a fixed fee is not agreed, the fee will be calculated on the basis of the hours actually worked. The fee will be calculated at the user’s customary hourly rates applicable to the time period in which the work is carried out unless a different hourly rate has been agreed.
8.3 The fee and any cost estimates are exclusive of VAT.
8.4 For orders with a term of more than two months the payable costs will be charged periodically.
8.5 If the user agrees on a fixed fee or hourly rate with the client, the user shall none the less be entitled to increase that fee or rate, in cases where amendments or additions are made to the contract, for example.
8.6 The user is further authorised to pass on price increases to the client if cost-determining factors such as salaries are increased between the time of the quotation and delivery.
8.7 The user is further entitled to increase the fee if, during the performance of the work, it becomes apparent that the originally agreed or anticipated amount of work was underestimated when the contract was entered into, for reasons that cannot be attributed to the user, to such an extent that the user cannot reasonably be expected to perform the agreed work for the originally agreed fee. The user will inform the client of his intention to increase the fee or rate. The user will state the amount of the increase and the date on which it will come into effect.

Article 9: Payment

9.1 Payment is due within terms on the invoice, without any deduction, discount or set-off, by depositing or transferring the payable amount to the bank or bank giro account stipulated by the user. Objections to the level of the bills do not suspend the payment obligation.
9.2 If the client fails to remit payment within period, the client shall be held in default by operation of law. The client shall in that case be liable for the payment of interest equal to the statutory commercial interest rate at that time. The interest over the payable amount shall be calculated from the time at which the client was held in default until the time of full and final settlement, in which context part of a month shall be deemed to be a full month. Also Dutch Cans has the full right to revieuw the earlier agreed payment terms and change these terms and invoice for the performed work immediately with or without permissions of the client, when the client fails to make the (partial)payment as original agreed for a time period longer then three calendar months.
9.3 In the event of the client being liquidated, declared bankrupt or granted suspension of payment, the claims of the user on the client shall become immediately due and payable. No refunds or cancellation of the order will be possible.
9.4 The user reserves the right to have payments made by the client extend first to payment of costs, then to outstanding interest and finally the principal amount and the current interest. The user can refuse a payment offer, without thus being in default, if the client indicates a different order of allocation. The user can refuse full payment of the principal amount if the due and current interest and costs are not remitted at the same time.
9.5 Down-payments made to user are never refundable under any condition or circumstance. By cancellation of order by client, down-payments will be kept by user and additional cost and work carried out will be invoiced seperately.
9.6. Payment by letter of credit is only accepted from A-class listed banks and must be irrevocable and confirmed. Cost for the letter of credit is bourn by buyer.
9.7. Client will receive three payment requests in written after being late with payment. First reminder (send after 10 calander days of invoice due date) will provide 10 calendar days time to make the outstanding payment. The second reminder will provide 5 calendar days of time to make the outstanding payment and the final (third) reminder will provide 3 calendar days of time again to make the outstanding payment. If Dutch Cans did not received the full outstanding payment after this time period, Dutch Cans is entitled to cancel the order and deduct all cost made to prepare the order from the down-payment received. Client will end up loosing the full down-payment and receiving an invoice if te down-payment did not cover all cost made by Dutch Cans to prepare the order.

Article 10: Retention of title

10.1 All goods delivered by the user, including designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of the user until the client has met in full all of the obligations under the contract entered into with the user; this to be decided at the user’s discretion.
10.2 The client is not authorised to pledge or encumber in any other way the goods covered by retention of title.
10.3 In the event of third-parties imposing an attachment on the goods delivered under retention of title or setting out to establish or invoke any rights to them, the client is obliged to notify the user of that as soon as may reasonably be expected.
10.4 The client is obliged to insurance goods delivered under retention of title and to keep them insured against fire, explosion and water damage and against theft and to issue the insurance policy for inspection on demand.
10.5 Goods delivered by the user and which are covered by retention of title as provided for under paragraph 1 of this article may only be sold on in the context of normal business operations and may not under any circumstances be used as a means of payment.
10.6 In the event of the user wishing to exercise his property rights as provided for in this article, the client hereby gives unconditional and irrevocable permission, now for then, for the user or third-parties engaged by the user to enter the places where the property of the user is located and to repossess that property.

Article 11: Collection costs

11.1. All judicial and extrajudicial (debt collection) costs reasonably incurred by the user in connection with the client’s non-compliance or late compliance with his payment obligations shall be for the client’s account.
11.2. The client is liable for payment of interest over the debt collection costs.

Article 12: Inspection, complaints

12.1 Complaints about the work carried out must be lodged in writing by the client to the user within 8 days of the faults being established, but 14 days at the latest following completion of the work in question. The notice of default should contain a description of the failure to perform in as much detail as possible so that the user is able to put forward an adequate responsible. A claim does not suspend the client’s payment obligation other than if and insofar as the user has informed the client in writing that he regards the claim as being well-founded or well-founded in part.
12.2 If the complaint is well-founded, the user shall as yet carry out the work as agreed unless that is demonstrable no longer of any benefit to the client. The client shall be responsible for indicating that that is the case in writing.
12.3 If it is no longer possible or beneficial to carry out the agreed work, the user can repay a proportion of the fee already paid without continuing to carry out the order and the user can only be held liable in that regard within the constraints set forth in article 16.
12.4 FAT, Inspection and Acceptance

12.4.1 Where agreed, the Buyer shall be given the opportunity to inspect and/or perform a Factory Acceptance Test (FAT) of the Machine prior to shipment.
12.4.2 Upon successful completion of the FAT, approval by the Buyer, or the Buyer’s instruction to release or ship the Machine, the Machine shall be deemed accepted with respect to all defects, deviations and conditions that were visible or could reasonably have been identified during inspection or testing.
12.4.3 If the Buyer declines or fails to attend an offered inspection or FAT within the agreed period, Dutch Cans may perform the test without the Buyer present and/or proceed with shipment. In such case, the Machine shall be deemed accepted for all defects or deviations that could reasonably have been identified during such inspection or FAT.
12.4.4 Acceptance shall not affect any warranty expressly agreed in the purchase agreement or any mandatory rights which cannot lawfully be excluded.

Article 13: Expiry period

13.1 The Buyer shall inspect the goods, machinery, equipment and/or services immediately upon delivery, completion or performance.
13.2 Any defect, non-conformity, shortage or other complaint which is apparent or could reasonably have been discovered upon inspection shall be notified to Dutch Cans in writing within fourteen (14) days after delivery, completion or performance.
13.3 Any defect, non-conformity or other complaint which could not reasonably have been discovered upon inspection shall be notified to Dutch Cans in writing within fourteen (14) days after the Buyer discovered or reasonably should have discovered such defect or non-conformity.
13.4 Failure to notify Dutch Cans within the applicable period stated above shall result, to the fullest extent permitted by applicable law, in the Buyer losing the right to rely upon the relevant defect, non-conformity, shortage or other complaint.
13.5 In all cases, any right, claim or cause of action of the Buyer against Dutch Cans arising out of or relating to the Contract, the goods, machinery, equipment or services shall lapse no later than twelve (12) months after the Buyer became aware, or reasonably should have become aware, of the facts giving rise to such right or claim, unless legal proceedings before the competent court have been commenced within that period.
13.6 This Article shall apply without prejudice to the exclusions and limitations of liability set out in Article 16.

Article 14: Suspension and dissolution

14.1. The user is authorised to suspend compliance with his obligations or to dissolve the contract if:

–       The client fails to meet his contractual obligations or meet them in full.

–      After entering into the contract, the user becomes aware of circumstances that give the user good grounds to presume that the client will not meet his obligations.  If there are good grounds for presuming that the client will only meet his obligations in part or not adequately, the suspension shall only be permitted if justified by the shortcoming,
14.2 Upon entering into the contract the client was required to furnish security for meeting his contractual obligations and has failed to provide that or sufficient security.
14.3 The user is further authorised to dissolve the contract or have it dissolved if circumstances arise of such a nature that compliance with the contract is no longer possible or can no longer be required according to the standards of fairness and equity of if circumstances arise of such a nature that the contract cannot reasonably be left in effect in unamended form.
14.4 If the contract is dissolved, the claims of the user on the client shall become immediately due and payable. If the user suspends compliance with his obligations, he retains his claims by law and under the contract.
14.5 The user reserves the right at all times to claim compensation for damages.

Article 15: Losses

The user cannot under any circumstances be held liable for indirect losses, including consequential losses, loss of income, missed savings or losses caused by business stagnation. To the fullest extent permitted by applicable law. 
Any liability of Dutch Cans shall at all times be subject to the exclusions, limitations and other provisions of article 16 of these terms and conditions. 

Article 16: Liability

16.1 General limitation of liability
If Dutch Cans is liable on any legal basis whatsoever, such liability shall at all times be limited in accordance with the provisions of this Article. To the fullest extent permitted by applicable law.
16.2 Insurance and maximum liability
If Dutch Cans has any insurance policy that provides coverage for the relevant liability or damage, Dutch Cans’ obligation to compensate such damage shall be limited to the amount actually paid by the insurer in the relevant case. If Dutch Cans has no applicable insurance coverage, or if for any reason no amount is paid under such insurance, Dutch Cans’ total liability shall be limited to a maximum of 15% of the net invoice value, excluding VAT, of the specific machine, equipment, part or service in connection with which the liability arose. If the Agreement consists of several machines, parts, services, stages or partial deliveries, the limitation shall apply solely to 15% of the net invoice value of the specific machine, part, service, stage or partial delivery that directly gave rise to the liability and not to the total value of the Agreement. The limitations in this Article apply to the aggregate of all claims arising out of or relating to the same event or series of related events.
16.3 Exclusion of indirect and consequential damage
Dutch Cans shall under no circumstances be liable for indirect, incidental, special or consequential loss or damage. Such excluded loss or damage includes, but is not limited to:

• production downtime, business interruption or stagnation;
• loss of production or production capacity;
• loss of profit, turnover, revenue or income;
• loss of anticipated savings, subsidies or other financial advantages;
• tax disadvantages;
• loss of contracts, orders, customers or business opportunities;
• wasted expenditure or costs incurred without obtaining the intended result;
• internal costs incurred by the Buyer;
• loss of goodwill or reputational damage;
• penalties, liquidated damages or contractual damages;
• damage resulting from liability of the Buyer towards its customers or other third parties;
• loss, corruption, destruction or damage to data, documents or information;
• loss, rejection, contamination, destruction or spoilage of products, raw materials, ingredients, packaging materials or production batches;
• transport costs;
• travel and accommodation costs;
• storage costs;
• costs of replacement machinery, equipment or other replacement production capacity;
• costs of replacement personnel, labour or subcontractors;
• sorting, inspection, reworking or replacement costs;
• recall, withdrawal or product recovery costs; and
• claims made against the Buyer by customers or other third parties.

These exclusions apply irrespective of whether Dutch Cans was informed of, or could reasonably have foreseen, the possibility of such loss or damage.
16.4 Damage to property under care, custody or control
To the fullest extent permitted by applicable law, Dutch Cans shall not be liable for damage to property, machinery, equipment, installations, products or materials on which Dutch Cans or persons engaged by Dutch Cans perform work, nor for damage to property located in the immediate vicinity of the place where such work is performed. Dutch Cans shall furthermore not be liable for damage to or caused by machinery, equipment, materials, tools or other property made available to Dutch Cans by or on behalf of the Buyer. The Buyer is responsible for adequately insuring such property and risks.
16.5 Buyer-supplied materials
Dutch Cans shall not be liable for loss of or damage to materials, parts, products, machinery or other property supplied or made available by or on behalf of the Buyer, including damage resulting from machining, processing, modification, assembly, installation, testing, repair or other work performed on such property, to the fullest extent permitted by applicable law.
16.6 Personal injury and death
To the fullest extent permitted by applicable law, Dutch Cans excludes liability for death, bodily injury, personal injury, illness or other physical or psychological injury suffered by the Buyer, its employees, operators, contractors, customers or any third party arising out of or in connection with the machine, equipment, parts, services or work supplied or performed by Dutch Cans. Where applicable mandatory law does not permit such liability to be excluded, Dutch Cans’ liability shall be limited to the maximum extent permitted by applicable law and, where legally permissible, shall remain subject to the limitations contained in this Article. Nothing in this Article shall exclude or limit liability where and to the extent that such exclusion or limitation is prohibited or unenforceable under mandatory applicable law.
16.7 Use, installation and operation of machinery
The Buyer is responsible for ensuring that the machine or equipment is transported, unloaded, installed, commissioned, integrated, operated, maintained and used safely and correctly and in accordance with applicable instructions, safety requirements and legislation at the location where the machine is installed or used. The Buyer shall ensure that machinery is operated only by suitably trained and authorised personnel and that all guards, safety devices, emergency stops, interlocks and other protective measures are correctly installed, maintained and used. Dutch Cans shall not be liable for damage, loss, death or injury resulting from, or contributed to by:

• incorrect installation or commissioning;
• improper, abnormal or unintended use;
• insufficient or incorrect maintenance;
• modifications, repairs or alterations performed by the Buyer or third parties;
• removal, modification, disabling or bypassing of guards, safety devices, interlocks or emergency systems;
• failure to follow operating, maintenance or safety instructions;
• use outside the machine’s intended purpose or technical specifications; or
• use contrary to applicable legislation or safety requirements.

16.8 Used, refurbished and modified machinery
Where the goods consist of used, refurbished, repaired, retrofitted or modified machinery or equipment, the Buyer acknowledges and accepts that such machinery may show signs of age, wear, previous use, repairs, modifications and technological obsolescence. Unless expressly agreed otherwise in writing, Dutch Cans does not guarantee that used machinery complies with legislation, standards, technical requirements or safety requirements introduced after the original manufacture or first placing on the market of the machine. The Buyer remains responsible for determining whether the machine is suitable and legally permitted for its intended installation, integration and use at the Buyer’s location, except insofar as Dutch Cans has expressly undertaken such responsibility in writing.
16.9 Third-party and product liability claims – indemnification
To the fullest extent permitted by applicable law, the Buyer shall indemnify, defend and hold Dutch Cans harmless against claims made by third parties arising out of or relating to the possession, installation, integration, operation, resale or use of the supplied machine, equipment, parts or services after delivery. The Buyer shall furthermore indemnify Dutch Cans against all third-party claims resulting from an alleged defect in a product manufactured, processed, filled, packed, sealed, handled or otherwise produced by the Buyer using machinery, equipment or parts supplied by Dutch Cans. This indemnification includes, to the fullest extent permitted by law, claims relating to personal injury, property damage, product contamination, product recalls and other losses, as well as reasonable legal fees and costs incurred by Dutch Cans in defending such claims. This indemnification shall not apply to the extent that the relevant liability of Dutch Cans cannot lawfully be excluded, limited or transferred under mandatory applicable law.
16.10 Employees, directors, subcontractors and other third parties
The exclusions, limitations and protections contained in this Article are also stipulated for the benefit of Dutch Cans’ directors, shareholders, employees, agents, representatives, subcontractors, suppliers and other persons or entities engaged by Dutch Cans in connection with the performance of the Agreement. To the fullest extent permitted by applicable law, such persons and entities may invoke these exclusions and limitations as if they were themselves a party to the Agreement.
16.11 Buyer’s obligation to insure
The Buyer is responsible for maintaining adequate insurance against risks associated with the possession, installation, operation and use of the machinery, including where appropriate property damage, business interruption, product liability, product recall and personal injury risks. The existence or absence of such insurance shall not increase Dutch Cans’ liability.
16.12 Limitation period
See article 13 of these general terms and conditions. 
16.13 Mandatory law and severability
All exclusions and limitations contained in this Article shall apply to the fullest extent permitted by applicable law. If any exclusion, limitation or other provision of this Article is held to be invalid, prohibited or unenforceable, that provision shall be deemed limited or modified only to the minimum extent necessary to make it valid and enforceable. Such invalidity or limitation shall not affect the validity or enforceability of the remaining provisions.
16.14 Exclusive remedies
To the fullest extent permitted by applicable law, the Buyer’s remedies in respect of any defect, non-conformity or failure of the supplied goods or services shall be limited to repair, replacement or credit, at the sole discretion of Dutch Cans, subject to the warranty provisions of these Terms. Repair, replacement or credit shall not entitle the Buyer to compensation for consequential or indirect damage as excluded under Article 16.3.
16.15 Delivery
Dutch Cans shall not be liable for any loss, damage, costs, penalties, or compensation arising out of or relating to any delay in delivery, completion, installation or comissioning. Where no delivery date or delivery period has been expressly agreed in writing, Dutch Cans shall deliver within a period, taking into account the nature of the machinery, availability, required work, testing, transport arrangements and other relevant circumstances. No delivery date or period shall be deemed a strict or fatal deadline. 

Article 17: Indemnification

17.1 The client indemnifies the user against claims of third-parties regarding intellectual property rights on materials or information issued to the client and which are used during implementation of the contract.
17.2 If the client issues the user with information carriers, electronic files or software, etc., he guarantees that the information carriers, electronic files or software are free of viruses and defects.
17.3 The client indemnifies the user against claims of third-parties regarding losses related to or arising from the order implemented by the user if and insofar as the user is not liable to the client in that respect by virtue of the provisions of article 16.

Article 18: Transfer of risk

The risk of the goods forming the subject of the contract being lost or damaged shall transfer to the client at the time at which they are legally and/or actually delivered to the client or as per agreed incoterms 2020 and are thus placed at the client’s disposal or a third-party nominated by the client for that purpose. Standard delivery of machines is offered EXW Heerhugowaard, Netherlands – Incoterms 2020. 

Article 19. Force majeure

19.1 The parties are not be required to comply with any obligation if prevented from doing so as a result of a circumstance that is beyond their control and for which they cannot be held accountable by virtue of the law, a juristic act or generally accepted views.
19.2 In these general conditions, force majeure is defined – in addition to that which is deemed as such by law and legal precedent – as all circumstances, foreseen or unforeseen, that are beyond the control of the user but which prevent the user from meeting his obligations. That includes strikes at the user’s business.
19.3 The user shall also be entitled to invoke force majeure if the circumstance preventing (further) compliance occurs after the user should have met his obligations.
19.4 The parties can suspend their contractual obligations during the period of force majeure. If the period of force majeure lasts for longer than four months, either party shall be obliged to discuss the situation and search for a solution in this regard.
19.5 If the user has already partly met or will partly meet his contractual obligations when the period of force majeure begins and independent value can be attached to the obligations complied with or to be complied with, the user reserves the right to separately charge for the obligations already complied with or to be complied with. The client is obliged to pay that charge as though it were a separate contract.

Article 20: Confidentiality

20.1 Both parties are obliged to protect the confidentiality of all confidential information that they obtain from each other or from other sources in the context of their contract. Information is deemed to be confidential if the other party has been informed that is the case or if that is apparent from the nature of the information.
20.2 If the user is obliged pursuant to a statutory provision or a legal ruling to disclose confidential information to third-parties designated by the law or the court with competent jurisdiction, and the user is unable to invoke a right to privilege recognised or permitted by statute or by the court with competent jurisdiction, the user is not obliged to pay compensation for damages or other compensation and the counterparty is not entitled to dissolve the contract on the ground of any losses thus caused.

Article 21: Intellectual property and copyrights

21.1.     Notwithstanding the other provisions of these general terms and conditions, the user reserves the rights and powers enjoyed by the user under the Netherlands Copyright Act.

All reports, recommendations, contracts, designs, sketches, drawings, software, etc., issued by the user are exclusively designated for the client’s use and the client may not, without the prior permission of the user, reproduce them, publicise them or communicate them to third-parties unless otherwise determined by the nature of the documents issued.
The user reserves the right to use information received through the implementation of the work for other purposes provided that doing so does not result in confidential information being disclosed to third-parties.

Article 22. No-takeover of personnel

During the term of the contract and for one year following its termination the client will refrain from employing or otherwise making use of the services, directly or indirectly, of employees of the user or of companies engaged by the user for the implementation of this contract or which are or have been involved in the implementation of the contract other than following proper consultation on that subject with the user.

Article 23: Disputes

23.1 In the absence of mandatory rules of law to the contrary, the court in the user’s place of establishment has exclusive competent jurisdiction.
23.2 The parties shall not refer a matter to court until they have done their utmost to resolve the dispute in mutual consultation.

Article 24: 21% VAT

24.1. To clients in Europe user will invoice 0% tax if the client provides a legal and working vat number at time of placing the order. Delivery of the goods must be to client its facility only. Storage or delivery of the goods to any place in Holland will result in an additional 21% vat charge upon the total order value. Client is immediately liable to pay this charge within 2 working days after receipt of the additional 21% vat charge invoice.
24.2. To clients outside Europe user will invoice 0% tax if client adheres the following conditions:
– client will provide a copy of the transport invoice and transport insurance certificate to user confirming the goods left European territory.
– client will provide a copy of the import papers confirming import of the goods in its country outside of Europe.
– client will accept delivery of all goods or will collect all goods within 2 months after date of last payment of the order.

If any of the above conditions is not adhered client is immediately liable to pay user an additional 21% vat charge upon the total order value. Client is immediately liable to pay this charge within 2 working days after receipt of the additional 21% vat charge invoice.
24.3. Clients from Holland will be charged with 21% vat on all orders.
24.4 All prices are exclusive of VAT and other taxes. Dutch Cans shall apply the VAT treatment required by applicable Dutch and European VAT legalisation. if Dutch Cans applies the 0% VAT based on information or documentation supplied by the client and it subsequently appears that the conditions for the 0% rate were not fulfilled, the client shall indemnify Dutch Cans for the VAT, interest, penalties and reasonable associated costs, insofar as legally permissible. 

Article 25: Applicable law

25.1. All legal relationships between the user and the client to which these general conditions apply shall be governed by the laws of the Netherlands. The Vienna Sales Convention is expressly excluded.

Article 26. Guarantee / warranty

26.1 Warranty shall apply only if expressly stated in the purchase agreement. The warranty period shall commence seven (7) calendar days after the Machine has been loaded for transport.
26.2 The warranty is limited exclusively to the functional operation of the Machine, meaning its ability to manufacture, process or produce the product for which the Machine was sold, subject to the specifications and normal operating conditions.
26.3 All parts subject to wear and tear, consumable parts and damage resulting from normal wear are expressly excluded from warranty. Labour costs, travelling expenses, accommodation expenses, transport, freight and shipping costs are also excluded and shall be borne by the Buyer.
26.4 Any warranty shall immediately and entirely lapse for the remainder of the warranty period in the event of improper use, improper installation,  operation outside the agreed specifications, insufficient or incorrect maintenance, unauthorised modifications or repairs, or failure to follow applicable operating and maintenance instructions.
26.5 In the event of a valid warranty claim, Dutch Cans shall, at its sole discretion, remedy the defect by repair, replacement or credit of the defective part. These remedies constitute the Buyer’s exclusive remedies under the warranty.
26.6 Consequential or indirect damages, loss of production, production downtime, loss of profit, loss of revenue, loss of products or materials and any other losses resulting from interruption of operations are, to the maximum extent permitted by applicable law, excluded from warranty and shall not be recoverable from Dutch Cans.
26.7 Nothing in this Article shall exclude or limit any liability or obligation of Dutch Cans which cannot lawfully be excluded or limited under applicable mandatory law.

Article 27. Source of the conditions

27.1 These conditions can be found on our website www.dutchcans.com/terms/ and will be send to you per email upon first request.
27.2 The most recently filed version or the version that was applicable at the time at which the contract was formulated shall be applicable at all times.
27.3 In the event of a conflict, this order of precedence applies:
1. Order agreement / (pro-forma) invoice 
2. Order confirmation
3. Quotation 
4. Terms of sale